AGREEMENT TO LICENSE

This Agreement to License (hereinafter referred as Agreement) is made and executed at Gurgaon on this 22nd day of June 2011 (herein after referred as Effective Date) Gopal Gauba, who has been duly authorized to sign and execute this agreement on behalf of the Company (hereinafter referred to as the Owner or Licensor) which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors, nominees, associates, subsidiaries, affiliates and permitted assigns) of the First Part and Mrs Seema Sharma W/o Sh Rajesh Sharma R/o H-512, Jalvayu Tower, Sector 56, Gurgaon (Hr) (hereinafter referred to Between Nageshwar Builder Private Limited, a company incorporated under the provisions of Companies Act, 1956, having its registered office at Flat No 4,RR Apartments,3-4,Manglapuri,Mehrauli,New Delhi-110030 and corporate office at SCO 2, 3 and 4, Old Judicial Complex, Sector-15, Gurgaon, Haryana-122001 through its authorized representative Mr. as Licensee) which expression shall unless repugnant to the meaning or context thereof, be deemed to

include its successors, nominees, associates subsidiaries, affiliates and permitted assigns of the SECOND PART.

Licensor and Licensee hereinafter are collectively referred to as the Parties and singularly as the Party as the case may be. WHEREAS the Proposed Licensor is the owner of the mall namely Hong Kong Bazaar at Sector-57, Sushant Lok-3, Gurgaon (hereinafter called the Mall) and is otherwise sufficiently entitled to give the same and/or part thereof on sale, rent or license and to enter into this agreement or such agreement as may be necessary and required. AND WHEREAS the Licensee has verified and is satisfied with the record showing the ownership along with other documents relating to title of the Proposed Licensor. AND WHEREAS the owner is duly entitled and has unfettered and absolute right to, license, sub license Shop No. UG-2 on the Upper Ground Floor admeasuring approximately 195 Sq. ft. of covered area and 325 Sq. Ft. of super built up area (hereinafter referred to as Proposed Licensed Premises) all being part and parcel of Shop No. UG-2 situated at HongKong Bazaar Mall, Sector-57, Sushant Lok-3, Gurgaon (Harayna) 122011. AND WHEREAS the Proposed Licensee is engaged in the business of selling of Medicines, Drugs and cosmetics. AND WHEREAS the Proposed Licensee is desirous of obtaining privilege and liberty to use the Proposed Licensed Premises for running and selling its Product to the persons visiting the Mall and the Proposed Licensor is Agreeable to give on License, Shop No. UG-2 Upper Ground Floor, on as is where is basis on the terms and conditions hereinafter contained. AND WHEREAS the License has approached the Licensor for taking space bearing Shop No. UG-2 on Upper Ground Floor , admeasuring 325 Sq. Ft. super area [hereinafter referred to as the premises]

AND WHEREAS the Licensee has represented and warranted the Licensor that it has the power and authority to enter into and perform under this agreement. AND WHEREAS the Licensor has accepted the proposal of leasing out the said premises to the Licensee for an initial period of Nine Year [3 Year + 3 Year + 3 Year] after 03 year the rent shall increase by 15%.

NOW THEREFORE THIS AGREEMENT WITNESSES AS FOLLOWS: ARTICLE-1 LICENSE 1.1 The Licensor hereby agrees to give on License the Premises i.e the space admeasuring 325 Sq. Ft. of super area on the Upper Ground Floor situated in Hong Kong Bazaar, Sector-57, Sushant Lok-3, Gurgaon, and hereto, to the Licensee, and the Licensee hereby agrees to take the same on License, from the Licensor, subject to the following mutual rights and obligations as contained in this agreement. 1.2 The Licensor also agrees to give the undivided and non-exclusive rights to use to the Licensee all the common areas in the Complex along with other occupants of the Complex subject to the Licensee paying monthly maintenance charges. ARTICLE -2 TERMS OF THE AGREEMENT 2.1 The terms of the License shall commence Immediately after the expiry of the

20 days (Rent Free Fit out Period) from the date of handing over of the possession of the Licensed premises for fit outs (the License Commencement date) and which, shall continue to be in force and binding between the Parties for a period of Three years (hereinafter referred to as the INITIAL TERM) the Initial term can be renewed for another two terms of three year each.

2.2

That prior to the expiry of the Initial Term, the Licensee shall have the option

to renew the License for an additional period of three year, by giving three months prior written notice of its intention to the Licensor, (which term is hereinafter referred to as the SECOND TERM) However, the said renewal shall be done by executing a fresh License Agreement/License Deed. 2.3 That Prior to the expiry of the Second Term, the Licensee shall have the

further option to renew the License for an additional period of Three years, by giving Three Months prior written notice of its intention to the Licensor, (Which term is hereinafter to as the THIRD TERM) However, the said renewal shall be done by executing a fresh License Agreement/License Deed. 2.4 That the Initial Term, Second Term and third Term shall collectively be known

as the TERM. 2.5 It is agreed between the Parties that out of the License Period the initial

period of License of 12 (Twelve) Months shall be regarded as the lock-in-period , during which period the Licensee shall have no right to terminate the License. However in the event the Licensee surrenders the premises before the expiry of lock-in-period of 12 (Twelve) months from the commencement of License, then the Licensee will be liable to pay rental for the balance Lock-in-period remaining out of 12 (Twelve) Months. In case the Licensee wishes to discontinue after the lock-inperiod of 12 (Twe;ve) Months the Licensee shall be at liberty to do so. However, any such termination during the remaining term of the License shall be upon serving 3 months prior notice to the Licensor. 2.6 That the License for the Second Term and third Term shall be on the same

terms and conditions as that of the Initial Term, However the same shall be subject to an increase in license fee and security deposit by 15% over and above the last paid monthly license fee. 2.7 The Licensor has handed over possession of the licensed premises on 10 June

2011 for doing repairs and interiors. The rent shall commence on 01 July 2011. This period of 20 days shall be rent free and called rent free fit out period. ARTICLE -3

LICENSE FEE AND SECURITY 3.1 In consideration of the Licensor agreeing to License out to the Licensee the

Premises, the Licensee shall pay to the Licensor License fee @ Rs 130/- per sq. ft. month on the super area (admeasuring 325 sq. ft.) i.e Rs 42,250/- per month for the initial period of three year in respect of the premises. 3.2 The payment of the license fee for the Premises shall commence after the

expiry of 20 days form the date of handing over of possession for fit outs or from the date on which the Licensee starts operating the Licenses Premises, whichever is earlier ( Rent Commencement Date) 3.3 The Licensee further agrees to pay to the Licensor an amount equivalent to

two months license fee, being Rs 84,500/ (Rupees Eighty Four Thousand Five Hundred only)for the Premises which shall be treated as Interest Free Security deposit (herein after referred to as IFSD) and the same will be refunded back to the Licensee subject to deductions as envisaged under Article 3.6 and 7.1 either at the time of expiry of the Agreement or earlier termination of the Agreement. The security deposit amounting Rs 84,500/ -(Rupees Eighty Four Thousand Five Hundred Only) and the advance rental amounting Rs 42,250/- (Rupees Fourty Two Thousand Two Hundred Fifty Only), Total 1,26,750/- has been paid in the following manner:-

S.No. 1

AMOUNT 1,26,750/-

CHEQUE NO. 350449

DATE 11/06/2011

3.4

In the event the License is renewed, the same shall be done by 15% (Fifteen

percent) increase over the license fee paid under the last term, for each renewed term. The IFSD shall also stand increased so as to be always equal to the sum total of two months license fee payable under each renewed term. 3.5. The License fee and the other charges in respect of the premises specified in

this agreement shall be paid monthly in advance by the 07 th day of each calendar

month in respect of which the license fee is due by a crossed account payee demand draft/cheques subject to deduction of TDS at applicable rates. The Licensee shall issue the TDS certificate to the Licensor in respect of TDS deducted. Any delay in payment of rent by the due date shall attract levy of interest @ 18% p.a for the period of delay, which shall also be payable over and above the rent due, by the Licensee to the Licensor, provided the delay is not long enough to constitute breach of terms of the License agreement as provided hereinafter. In case delay in payment of the monthly rent constitutes a breach of terms of this License rent as contemplated in clause 11 hereinafter mentioned in that event the Licensor Licensee, but also to recover the outstanding calculated at the rate of 18% per annum. 3.6 Upon termination of this Agreement in accordance herewith, the Licensor shall be entitled to not only terminate the License, after giving a 1 month notice to the payments along with interest

shall refund the Interest Free security Deposit, simultaneously upon the Licensee surrendering the peaceful, vacant and physical possession of the Premises, subject to the deduction s of the amount(s) so payable by the Licensee to the Licensor, for any default committed by the Licensee of any of the terms of this agreement and for damages as contemplated under Article 7.1. In the event of termination or determination of the agreement for any reason what so ever, if the Licensee fails to hand over the vacant, peaceful possession of the premises, within the time stipulated in the event of the termination or determination, the Licensee shall become an illegal occupant of the Premises after the expiry of the said period and shall be liable to pay damages which are quantified as equivalent to triple the amount of the last paid monthly rental as penalty for the entire period of illegal occupation. This shall be irrespective of the right of the Licensor to re-entry and legal recourse. 3.7 The License fee payable by the Licensee to the Licensor shall also be subject

to statutory tax deductions. The service tax, if applicable shall be borne by the Licensee. 3.8 If the Licensee vacates the Premises upon termination or expiry of this

Agreement after serving the due notice as prescribed, and the Licensor fails to refund the IFSD to the Licensee simultaneously with the Licensee handing over the

vacant possession of the Premises to the Licensor, subject to the deductions as referred in Articles 3.6, the Licensor shall on the balance amount of IFSD, pay to the Licensee an interest @ 18% per annum from the date on which the said balance IFSD becomes due for repayment. The Licensee shall have the right to adjust the IFSD during the notice period as served by the Licensee to the Licensor in the last three months of the terms/

ARTICLE-4 MAINTENANCE The Licensee hereby agrees to pay a sum of Rs 20/ Sq. ft. or any other sum as may be decided by the management from time to time as maintenance charges to the Licensor or any other maintenance agency as may be nominated by the Licensor, for the Common areas of the complex payable on the super area of 325 sq. ft. for the above case. ARTICLE -5 REPRESENTATION AND OBLIGATON OF LICENSOR 5.1 The Licensor shall permit the Licensee to carry out at the cost of the

Licensee, but without in any way damaging the main structure of the premises, internal partitions and other internal alterations and additions which are not visible form outside, as may be necessary for the business of the Licensee provided that such internal alterations or additions or sub division of the said area/space shall not be in violation of any local laws, bye laws or regulations. The Licensee is taking the Premises as Bare Shell Any additions of furniture and fixture, False Ceiling, Ducting, Internal Lighting and other equipments etc shall always be the property of the Licensee and will be taken out immediately by the Licensee either on the expiry of License deed or its earlier termination thereof without damaging the original structure of the building. ARTICLE -6 TITLE AND OWNERSHIP

6.1

The Licensor

represents that Licensor has every right and authority to

develop the said land by way of construction of a complex in the name and style HONG KONG BAZAAR MALL in accordance with the license, lay out and building plan already granted/approved by the concerned authorities under the State Government. 6.2 Save as otherwise provided in this Agreement, no right, title or interest in the Premises shall pass to the Licensee by virtue of these presents. The Licensee shall at no time contest or challenge the Licensors sole and exclusive right, title and interest in the Premises. 6.3 The Licensee shall not sublet/sub license/Franchise or create any or any third

party interest, in whole or in part, qua or in the licensed premises. 6.4 Conditional upon the Licensees compliance with and fulfillment of the terms

and conditions of this agreement, the Licensee shall have the right to have exclusive peaceful possession of the Premises for the full term of the Agreement. ARTICLE-7 REPRESENTATIONS AND OBLIGATIONS OF LICENSEE 7.1 The Licensee shall pay to the Licensor rent and all other sums payable under

this agreement not later than the 7th day in advance. In the event of any delay the Licensee shall be liable to pay interest @ 18% per annum on all amounts due and payable by the Licensee under this agreement. 7.2 To pay, by the due date, meter, hire and electricity charges as recorded in

the meter and water charges,. In the event of there being common meter for common services the Licensee shall jointly with other occupants of the Complex shall pay within 07 (Seven) days from the date of the bill to the Licensor the proportionate cost of water and electricity charges calculated on the super area of the Premises. 7.3 cost. To carry out day-today maintenance of the internal of the Premises at its own

7.4

To permit the Licensor and their representatives at all reasonable hours, to

enter into the premises for the purpose of inspection or maintenance of services. 7.5 The insurance of the interiors of the Premises shall be the responsibility of

the Licensee and the Licensor shall not in any case be liable for any damage or los occurred to the interiors or articles within the Premises 7.6 The Licensee shall not carry on or permit to be carried on in the Premises or

in any part thereof any activities which shall be or are likely to be unlawful. Obnoxious or of nuisance, annoyance or disturbance to other tenants/occupants in the complex.

7.7

It is agreed by the Licensee not to keep or store any goods of hazardous or

combustible nature or otherwise so as to affect the construction or the structure of the Complex. 7.8 To display name and address of its shop only at such place(s) at designate

places and in the manner as may be permitted by the Maintenance Agency and not to do any act in this respect, which is contrary to the terms and conditions of the maintenance agreement, even inside the premises. 7.9 The Licensee is taking the Premises as Bare Shell. Any additions of

Furniture and Fixture, False Ceiling, Ducting, Internal Lighting and other equipments etc shall always be the property of the Licensee and will be taken out by the Licensee either on the expiry of License deed or its earlier termination thereof. The Licensee will make sure that there would not be any damages to the basic building structure of the said building. 7.10 The Licensee has permitted the Licensor to use its brand name, trademark

and logo for marketing and advertising of the said Complex.

ARTICLE 8 INDEMNITY

The Licensee acknowledges that the Licensor shall not be liable to the Licensee for any special, consequential or indirect loss arising out of this agreement and undertakes to indemnify and hold harmless the Licensor against any such loss. The Licensee indemnifies the Licensor against arrears of rent and any other sum due and payable by the Licensee in excess to the amount deposited as the security. ARTICLE 9 INSPECTION 9.1 The Licensor or its designated representative shall have the right from time

to time during the normal business hours on any working day to enter upon the Premises for the purpose of inspecting the service and maintenance in the Premises.

ARTICLE 10 GENERAL 10.1 The Final License deed for the Premises shall be registered and the charges

pertaining to the stamp duty and registration shall be shared between the Licensor and Licensee at an equal ratio of 50% each. 10.2 The Licensor shall have the right to sell or transfer the Premise, in part or in

full, during the period of license to any third party (ies). However the Licensor shall ensure that the third party (ies) shall be bound by and adhere to the terms and conditions of the agreement to ensure uninterrupted and peaceful enjoyment of the Premises by the Licensee during the term of the License. 10.3 Force Majeure:- The Licensor shall not be held responsible for any liabilities under this agreement by reason of restrictive

consequences or

Government laws or regulations, riots, insurrection, terrorist action, natural calamity, and acts of God etc., Subject to what is stated hereinafter in this Clause, the term of this License shall automatically stand extended during the operation, occurrence or continuance of force majeure circumstances(s). That if, on account of Force Majeure, as aforementioned the Licensee is unable to use or enjoy the

Demised premises for a continuous periods of 180 days, then the Licensee may in its sole discretion terminate or continue with this License.

10.4

Entire Agreement:-

This agreement constitutes the entire agreement

between the parties and revokes and supersedes all previous agreements between the parties, if any, concerning the matters covered herein whether written oral or implied. The terms and conditions of this agreement shall not be changed or modified except by written amendments duly agreed between the Parties. ARTICLE 11 TERMINATION The Licensor may terminate this agreement if any of the following occurs:11.1 That during the Term of the License, the Licensor shall not terminate the

License. However, if the Licensee has committed a breach/default [as mentioned below] then in that event, the Licensor may terminate this agreement by serving a 30 days written notice, stating the breach/default and its remedy thereof, to the Licensee calling upon the Licensee to cure the default within the notice period and the Licensee fails to cure the default. 11.2 (i) Upon happening of events of breach/default: Licensee committing any breach of the terms and conditions of this

Agreement. (ii) (iii) The Licensee fails to pay monthly rent for continuous period of two months. The Licensee fails to pay any of the maintenance charges or part thereof or

other payment required in the maintenance agreement when due. (iv) the Licensee omits to perform, observe any covenant or condition to be within thirty (30) days after written notice received in

observed and performed under this agreement and shall continue to do so or does not remedy the breach respect thereof:

(v)

The Licensee transfer or parts with possession or encumbers or creates any

lien on the Premises (vi) The Licensee is in default under any other agreement executed with the

Licensor in respect of the said premises. (vii) The Licensee becomes insolvent or its declared bankrupt by the court of law

or makes an assignment for the benefits of creditors.

11.3

The Licensee May Terminate this agreement if any of the following occurs:-

The Licensee may terminate this Licenses, subject to however, the lock-in- period in the following manner:(i) By serving three months written notice on the Licensor for any reason whatsoever, subject to the Lock in period. However the notice of termination during lock-in-period can be provided in the last three months of the lock-in-period. (ii) If any force majeure event as described hereinabove occurs. (iii)The Licensor omits to perform, observe any covenant or condition to be observed and performed of this agreement and shall continue to do so or does not remedy the breach within 90 (Ninety) days after written notice received from the Licensee in respect thereof: 11.4 Consequences of Termination Upon termination of License in the aforesaid

manner, the Licensor shall refund the security deposit and monthly advance rent after deducting any amount due to the Licensor, upon the Licensee handing over vacant physical possession of the premises to the Licensor after adjusting the amounts due under this agreement.

ARTICLE 12

WAIVER Any expressed or implied waiver by the Licensor of any default shall not constitute a waiver of any other default by the Licensee. All original rights and powers of the Licensor under this agreement will remain in full force, notwithstanding any neglects, forbearance or delay in the enforcement thereof by the Licensor, and the Licensor shall not be deemed to have waived any of the Licensors rights or any provision of this agreement or any notice given hereunder unless such waiver be provided in writing by Licensor and any waiver by the Licensor of any breach by the Licensee of the Agreement shall not be deemed a waiver of any continuing or recurring breach by the Licensee of the agreement.

ARTICLE 13 APPLICABLE LAW AND JURISDICITON 13.1 This agreement shall be construed and the legal relations between the

parties hereto shall be determined and governed according to the laws of India. 13.2 That the civil courts at New Delhi alone shall have jurisdiction in all matters

arising out of and/or concerning this transaction. 13.3 That any disputes or difference arising out of or in relation to this agreement

shall be at the first instance settled expeditiously and fairly by the chief executives of the parties hereto. In the event of the chief executives not being able to resolve the same, then any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by arbitration and Arbitrator, at 354 Lawyers Chamber, High Court of Delhi, Sher Shah Suri Marg, New Delhi and the award made in pursuance thereof shall be binding on the parties. The Licensor however, may at it, sole discretion appoint a retired IAS Officer or High Court Judge as the Sole Arbitrator, whose decision/award shall be binding upon the

parties. The venue of arbitration shall be at New Delhi and the proceedings will be in English language. ARTICLE 14 NO PARTNERSHIP/AGECNY Nothing in this agreement shall be construed as creating a partnership or joint venture between the Licensee and the Licensor. Neither party will be deemed to be an agent of the other party as a result of any act under or related to this agreement, and will not in any way pledge the other Partys credit or incur any obligation on behalf of the other party. ARTICLE 15 NOTICE Any notice to be served on either of the parties by the other shall be sent by registered post and shall be deemed to have been received by the addresses within 72 hours of posting, if addressed at: For The Licensor:- The address shown at recital of the agreement. For the Licensee:- the address of the Licensed premises as given in the agreement.

IN WITNESS WEHREOF , THE PARTIES HERETO HAVE SET THEIR HADN AND SEAL TO THESE PRESENTS ON THE DAY, MONTH & YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE FOLLOWING WITNESSES:-

SIGNED, SEALED AND DELIVERED

SECOND PARTY

Authorized signatory

Witness: